1005-00001 · Nexford Industrial Holdings · Closing

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CLOSING CERTIFICATE OF THE BORROWER

Nexford Industrial Holdings Inc.

Delivered pursuant to Section 4.01 of that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders party thereto.

Dated: March 28, 2025

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

Section 1. Identification of Certifying Officer

The undersigned, Michelle Kaplan, Chief Financial Officer of Nexford Industrial Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"), hereby certifies, in her capacity as an officer of the Borrower and not in her individual capacity, on behalf of the Borrower, in connection with the initial borrowing under the Credit Agreement on the date hereof (the "Closing Date"), as follows.

The Borrower's principal executive offices are located at 1400 Industrial Parkway, Schaumburg, IL 60173. This Closing Certificate is delivered pursuant to Section 4.01 (Conditions Precedent to Initial Borrowing) of the Credit Agreement and constitutes a "Closing Certificate" as that term is used therein.

Section 2. Transaction Description

The undersigned certifies that the Transactions being consummated on the Closing Date include the making of Term Loans under the Credit Agreement in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (the "Term Loan B Facility").

The proceeds of the Term Loan B Facility will be used as follows:

(a) to refinance in full all outstanding indebtedness under that certain Credit Agreement dated as of June 14, 2019, as amended, modified, restated, supplemented, or otherwise modified from time to time (the "Existing Credit Agreement"), among the Borrower, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto. The aggregate payoff amount under the Existing Credit Agreement is $879,375,000, consisting of $875,000,000 in outstanding principal under the existing first lien term loan facility plus approximately $4,375,000 in accrued and unpaid interest thereon calculated through and including the Closing Date. The revolving credit facility under the Existing Credit Agreement has $0 outstanding, and all commitments thereunder will be terminated upon the consummation of the Transactions;

(b) to fund a dividend to Granite Peak NIH Holdings, LLC (the "Holdings Guarantor") in an approximate amount of $335,000,000;

(c) to pay transaction fees and expenses of approximately $38,625,000 incurred in connection with the Transactions, including arrangement fees, original issue discount, legal fees, and advisory fees and expenses; and

(d) to fund approximately $147,000,000 to the Borrower's balance sheet for general corporate purposes.

Section 3. Conditions Precedent — Certification of Satisfaction

The undersigned hereby certifies that, as of the Closing Date and after giving effect to the initial borrowing and the application of proceeds therefrom, each of the conditions precedent set forth in Section 4.01 (Conditions Precedent to Initial Borrowing) of the Credit Agreement has been satisfied (or waived by the Administrative Agent or the Required Lenders, as applicable). Without limiting the generality of the foregoing, the undersigned certifies the satisfaction of each condition precedent as set forth below.

3.1 Execution and Delivery of Loan Documents

The undersigned certifies that each of the following Loan Documents has been duly executed and delivered by the applicable parties thereto:

(a) Credit Agreement. The Credit Agreement has been duly executed and delivered by the Borrower, and counterpart signature pages have been received by the Administrative Agent from all parties thereto.

(b) Guarantee Agreement. The Guarantee Agreement dated as of March 28, 2025, has been duly executed and delivered by the Holdings Guarantor (Granite Peak NIH Holdings, LLC) and each of the following Subsidiary Guarantors (collectively, the "Subsidiary Guarantors"):

(i) Nexford Precision Components, Inc.;

(ii) Nexford Engineered Systems, LLC;

(iii) Nexford Coatings & Surface Technologies, Inc.;

(iv) Nexford Manufacturing Services, LLC;

(v) Nexford Properties, LLC;

(vi) Nexford International Holdings, Inc.;

(vii) Clearfield Tool & Die, Inc.;

(viii) Summit Industrial Fabrication Co.;

(ix) Ridgepoint Specialty Coatings, LLC;

(x) Lakeshore Precision Engineering, Inc.; and

(xi) together with the Holdings Guarantor, constituting eleven (11) Subsidiary Guarantors in total.

(c) Security Agreement. The Security Agreement dated as of March 28, 2025 (the "Security Agreement"), has been duly executed and delivered by the Borrower and each Guarantor, and the Collateral Agent has received counterpart signature pages from all parties thereto.

(d) Pledge Agreements. Each of the following Pledge Agreements has been duly executed and delivered:

(i) the Holdings Pledge Agreement, pursuant to which Granite Peak NIH Holdings, LLC has pledged 100% of the issued and outstanding equity interests of the Borrower;

(ii) the Borrower Pledge Agreement, pursuant to which the Borrower has pledged 100% of the issued and outstanding equity interests of each direct domestic subsidiary of the Borrower;

(iii) the Subsidiary Pledge Agreements, pursuant to which each Subsidiary Guarantor has pledged 100% of the issued and outstanding equity interests of its direct domestic subsidiaries; and

(iv) the CFC Holdco Limited Pledge Agreement, covering sixty-five percent (65%) of the voting equity and one hundred percent (100%) of the non-voting equity of Nexford Canada Holdings ULC (an unlimited liability company organized under the laws of British Columbia), in each case in favor of the Collateral Agent for the benefit of the Secured Parties.

(e) intellectual Property Security Agreement. The intellectual Property Security Agreement dated as of March 28, 2025, covering all registered patents, trademarks, and copyrights of the Borrower and each Guarantor, has been duly executed and delivered to the Collateral Agent.

(f) Intercreditor Agreement. The Intercreditor Agreement (First Lien/Unsecured) dated as of March 28, 2025, among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as trustee for the holders of the Borrower's 7.750% Senior Unsecured Notes due 2028 (the "Senior Unsecured Noteholders"), and the Borrower, has been duly executed and delivered by the parties thereto.

(g) Deposit Account Control Agreements. Deposit Account Control Agreements covering the following deposit accounts have been duly executed and delivered:

(i) Account ending in -4471 maintained at Crescent Harbor Bank, N.A.;

(ii) Account ending in -4472 maintained at Crescent Harbor Bank, N.A.; and

(iii) Account ending in -6633 maintained at Redstone National Bank.

(h) Securities Account Control Agreements. Securities Account Control Agreements in respect of each securities account required to be subject to the Collateral Agent's "control" (as defined in Section 8-106 of the Uniform Commercial Code) have been duly executed and delivered by the applicable securities intermediary, the relevant Loan Party, and the Collateral Agent.

(i) Intercompany Note. The Intercompany Note has been executed by the applicable Loan Parties and the original executed copy thereof has been pledged to and is held by the Collateral Agent.

(j) Other Loan Documents. All other Loan Documents required to be delivered on or prior to the Closing Date pursuant to the Credit Agreement have been duly executed and delivered to the Administrative Agent.

3.2 Organizational Documents and Corporate Authority

(a) Secretary's Certificates. The following Secretary's Certificates have been delivered to the Administrative Agent:

(i) the Secretary's Certificate of the Borrower, executed by David Engstrom, General Counsel and Corporate Secretary of the Borrower, certifying (A) the incumbency and specimen signatures of each officer of the Borrower authorized to execute the Loan Documents on behalf of the Borrower, (B) the resolutions of the Board of Directors of the Borrower adopted on January 13, 2025, authorizing the execution, delivery, and performance of the Loan Documents and the consummation of the Transactions, and (C) attaching true and complete copies of the Certificate of Incorporation and Bylaws of the Borrower, each as in effect on the Closing Date;

(ii) the Secretary's Certificate (or equivalent) of the Holdings Guarantor, Granite Peak NIH Holdings, LLC, certifying incumbency, authorizing resolutions, and attaching organizational documents; and

(iii) the Secretary's Certificates (or equivalent certificates of authorized persons) of each Subsidiary Guarantor, in each case certifying incumbency, authorizing resolutions, and attaching organizational documents.

(b) Organizational Documents. Certified copies of the organizational documents (including certificates of incorporation or formation, bylaws, limited liability company agreements, or operating agreements, as applicable) of each Loan Party have been delivered to the Administrative Agent.

(c) Good Standing Certificates. Good standing certificates (or certificates of existence, as applicable) for each Loan Party issued by the Secretary of State (or equivalent governmental authority) of the jurisdiction of organization of such Loan Party have been delivered to the Administrative Agent, each dated within five (5) business days of the Closing Date.

3.3 Legal Opinions

The following legal opinions have been delivered to the Administrative Agent, in each case addressed to the Administrative Agent, the Collateral Agent, and the Lenders, and each dated as of the Closing Date:

(a) the legal opinion of Calderwood & Harkness LLP, as counsel to the Borrower and the Guarantors, addressing, among other things, (i) the enforceability of the Loan Documents under the laws of the State of New York, (ii) the absence of conflicts with applicable law and the organizational documents of each Loan Party, and (iii) the creation and perfection of security interests under the New York Uniform Commercial Code;

(b) the legal opinion of Hargrove & Whitmore LLP, as Illinois local counsel, addressing, among other things, Illinois law enforceability and perfection matters with respect to the Loan Documents governed by Illinois law; and

(c) the legal opinion of Briarcliff Legal Group PA, as Delaware local counsel, addressing, among other things, the due organization, valid existence, good standing, and corporate authority of each Loan Party organized under the laws of the State of Delaware.

3.4 Financial Statements and Pro Forma Financial Information

(a) Audited Financial Statements. The audited consolidated financial statements of the Borrower and its subsidiaries for the fiscal year ended December 31, 2024, consisting of the consolidated balance sheet, consolidated statement of operations, consolidated statement of comprehensive income, consolidated statement of cash flows, consolidated statement of stockholder's equity, and related notes, audited by Ashworth & Kendrick LLP (Helen Yamamoto, CPA, engagement partner), accompanied by an unqualified audit opinion, have been delivered to the Administrative Agent. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Borrower and its subsidiaries as of and for such fiscal year.

(b) Pro Forma Financial Statements. Pro forma consolidated financial statements of the Borrower and its subsidiaries giving effect to the Transactions (including the incurrence of indebtedness under the Credit Agreement, the refinancing of the Existing Credit Agreement, the dividend to the Holdings Guarantor, and the payment of transaction fees and expenses) have been delivered to the Administrative Agent and have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date of preparation thereof.

3.5 Solvency. The Solvency Certificate dated as of the Closing Date, executed by Michelle Kaplan, Chief Financial Officer of the Borrower, certifying that, after giving effect to the Transactions (including the incurrence of indebtedness under the Credit Agreement, the refinancing of the Existing Credit Agreement, the dividend to the Holdings Guarantor, and the payment of all fees and expenses in connection therewith), the Borrower and its subsidiaries on a consolidated basis are Solvent (as defined in the Credit Agreement), has been delivered to the Administrative Agent.

3.6 UCC Financing Statements

UCC-1 Financing Statements naming each applicable Loan Party as debtor and Crescent Harbor Bank, N.A., as Collateral Agent for the Secured Parties, as secured party, have been authorized for filing in the following jurisdictions:

Each such UCC-1 Financing Statement has been prepared and authorized for filing, and upon such filing will perfect the security interests of the Collateral Agent in the personal property collateral described therein to the extent such security interests may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code.

3.7 Insurance. Evidence of insurance satisfying the requirements of Section 5.04 (Insurance) of the Credit Agreement has been delivered to the Administrative Agent and the Collateral Agent, including certificates of insurance issued by Vantage Risk Advisors, LLC, the Borrower's insurance broker, naming the Collateral Agent as additional insured and/or loss payee, as applicable, with respect to the following coverages:

(a) property and casualty insurance, underwritten by Continental Shield Underwriters, Inc., providing coverage for the Borrower's and each Subsidiary Guarantor's real and personal property, including business interruption coverage, in amounts and with deductibles consistent with the requirements of the Credit Agreement; and

(b) directors' and officers' liability insurance, underwritten by Meridian Specialty Insurance Co., providing coverage for the directors and officers of the Borrower and its subsidiaries, in amounts and with deductibles consistent with prudent business practice.

3.8 Appraisals. Appraisals of the Borrower's real property and equipment collateral have been prepared by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser) and delivered to the Administrative Agent and the Collateral Agent. The total appraised value of the real property collateral subject to a Mortgage in favor of the Collateral Agent is $193,000,000 in the aggregate, comprised of the following four (4) mortgaged properties:

Each appraisal has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice (USPAP) and in compliance with the requirements of the Credit Agreement and the applicable federal regulatory guidelines.

3.9 Ratings. The Borrower has received the following credit ratings, each of which was confirmed or assigned prior to the Closing Date:

(a) Corporate Ratings: A corporate family rating of B1 from Keystone Ratings Group, Inc. and a corporate credit rating of B+ from Sentinel Credit Analytics, LLC.

(b) Facility Ratings: The Term Loan B Facility has received a facility rating of B1 from Keystone Ratings Group, Inc. and a facility rating of BB- from Sentinel Credit Analytics, LLC.

The foregoing ratings satisfy the applicable requirements of the Credit Agreement. The Borrower acknowledges that the credit ratings are not a condition precedent to the initial borrowing but are required to have been obtained prior to the syndication of the Term Loan B Facility.

3.10 Payoff of Existing Indebtedness

(a) Payoff Letter. The payoff letter from Atlas Meridian Bank, N.A. (Sandra Vickers, Managing Director, Portfolio Management), dated March 26, 2025, specifying the aggregate payoff amount of $879,375,000 (consisting of $875,000,000 in outstanding principal plus approximately $4,375,000 in accrued and unpaid interest calculated through and including March 28, 2025) required to repay in full all obligations outstanding under the Existing Credit Agreement, has been received by the Borrower and the Administrative Agent. The Borrower has irrevocably directed the Administrative Agent to apply proceeds of the Term Loans to repay in full all amounts outstanding under the Existing Credit Agreement and to terminate all commitments thereunder on the Closing Date.

(b) Lien Release Authorization. The lien release authorization letter from Atlas Meridian Bank, N.A. has been delivered to the Administrative Agent, authorizing the release of all liens and security interests in favor of Atlas Meridian Bank, N.A., as administrative agent and collateral agent under the Existing Credit Agreement, upon receipt of the full payoff amount.

(c) UCC-3 Termination Statements. UCC-3 Termination Statement instructions and forms for the termination of all UCC Financing Statements filed by or on behalf of Atlas Meridian Bank, N.A. in connection with the Existing Credit Agreement have been prepared and are targeted for filing on or about March 31, 2025.

3.11 Fees and Expenses

All fees required to be paid on or prior to the Closing Date have been paid or will be paid substantially simultaneously with the initial borrowing under the Credit Agreement, including the following:

(a) the arrangement fee of fifty (50) basis points on the aggregate commitments under the Term Loan B Facility in an amount equal to $7,000,000, payable to Crescent Harbor Bank, N.A., as Administrative Agent;

(b) the original issue discount of fifty (50) basis points in an amount equal to $7,000,000 (reflecting an issue price of 99.50% of the aggregate principal amount of the Term Loans); and

(c) legal fees, advisory fees, and other transaction expenses of approximately $24,625,000 payable to the various advisors, counsel, and other service providers in connection with the Transactions.

The aggregate transaction fees and expenses total approximately $38,625,000, all as more particularly set forth in the Funds Flow Memorandum.

3.12 Funds Flow

The Funds Flow Memorandum dated March 27, 2025 (Execution Version) has been agreed upon by the Borrower, the Administrative Agent, and the other applicable parties thereto. The wire transfer instructions for each disbursement to be made on the Closing Date have been delivered and confirmed, including instructions for:

(a) the funding of proceeds to the Borrower's designated accounts maintained at Crescent Harbor Bank, N.A.;

(b) the Atlas Meridian payoff in the aggregate amount of $879,375,000, to be wired directly to Atlas Meridian Bank, N.A. in accordance with the payoff letter; and

(c) the dividend payment of approximately $335,000,000 to Granite Peak NIH Holdings, LLC, to be wired to the account designated by the Holdings Guarantor.

All wire transfer instructions have been verified and confirmed by the Borrower and the Administrative Agent in accordance with customary procedures.

3.13 PATRIOT Act / KYC

All documentation and information required by the Administrative Agent and each Lender under applicable "know your customer" and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56, codified at 31 U.S.C. § 5311 et seq.), the Bank Secrecy Act, and any applicable regulations promulgated thereunder by the Financial Crimes Enforcement Network, has been delivered to the Administrative Agent and each Lender at least three (3) business days prior to the Closing Date. Such documentation includes, without limitation, beneficial ownership certifications for each Loan Party in accordance with 31 C.F.R. § 1010.230 and such other information as has been reasonably requested by the Administrative Agent or any Lender.

Section 4. Representations and Warranties

The undersigned hereby certifies that each of the representations and warranties of the Borrower and each other Loan Party set forth in Article III (Representations and Warranties) of the Credit Agreement and in each other Loan Document is true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Closing Date, both before and after giving effect to the initial borrowing and the application of proceeds therefrom, with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of such earlier date.

Without limiting the generality of the foregoing, the undersigned specifically confirms and certifies that:

(a) Organization and Good Standing. The Borrower is duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 5765432; Employer Identification Number 36-4178552). Each other Loan Party is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its respective jurisdiction of organization.

(b) Authorization; No Contravention. The execution, delivery, and performance by the Borrower of each Loan Document to which it is a party, and the consummation of the Transactions, have been duly authorized by all necessary corporate action on the part of the Borrower, including the resolutions of the Board of Directors adopted on January 13, 2025. No further consent, approval, or authorization of, or filing or registration with, any governmental authority or any other Person is required in connection therewith, except for those that have been obtained or made and are in full force and effect.

(c) Governmental Approvals. No consent, approval, authorization, or order of, or filing or registration with, any governmental authority or third party is required in connection with the execution, delivery, and performance of the Loan Documents or the consummation of the Transactions that has not been obtained or made and is not in full force and effect.

(d) Binding Effect. Each Loan Document constitutes a legal, valid, and binding obligation of the Borrower and each Guarantor party thereto, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(e) Sanctions. No Loan Party, nor any director, officer, or employee thereof, nor, to the knowledge of the Loan Parties, any agent of any Loan Party, is a Sanctioned Person (as defined in the Credit Agreement). No Loan Party is organized or resident in a Sanctioned Country. No proceeds of the Term Loans will be used, directly or indirectly, to fund any activities or business of or with any Sanctioned Person, or in any Sanctioned Country, or in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the transactions contemplated by the Loan Documents, whether as a Lender, an underwriter, an advisor, an investor, or otherwise), including Sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority.

(f) Anti-Corruption; Anti-Money Laundering. The Borrower and each Loan Party are in compliance in all material respects with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended, and all applicable anti-money laundering laws, including the Bank Secrecy Act (31 U.S.C. §§ 5311-5330) and the regulations promulgated thereunder. The Borrower and each Loan Party have instituted and maintain policies and procedures designed to ensure compliance with the foregoing laws.

Section 5. No Default or Event of Default

The undersigned hereby certifies that, as of the Closing Date, no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing, nor will any Default or Event of Default result from the initial borrowing under the Credit Agreement or the consummation of any of the Transactions contemplated by the Credit Agreement, including the application of proceeds of the Term Loans as described herein.

Section 6. No Material Adverse Effect

The undersigned hereby certifies that, since December 31, 2024 (being the date of the most recent audited consolidated financial statements of the Borrower and its subsidiaries delivered to the Administrative Agent), no event, circumstance, change, development, or condition has occurred that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) on:

(a) the business, operations, properties, assets, or condition (financial or otherwise) of the Borrower and its subsidiaries, taken as a whole;

(b) the ability of the Borrower or any Loan Party to perform any of its material obligations under the Loan Documents to which it is a party; or

Section 7. Pro Forma Compliance with Financial Covenants

The undersigned hereby certifies that, after giving pro forma effect to the Transactions (including the incurrence of $1,400,000,000 of Term Loans under the Credit Agreement, the repayment of $879,375,000 of existing first lien indebtedness under the Existing Credit Agreement, the payment of the approximately $335,000,000 dividend to the Holdings Guarantor, and the payment of approximately $38,625,000 in transaction fees and expenses), the Borrower is in pro forma compliance with the financial covenant set forth in Section 6.10 of the Credit Agreement, as set forth below:

First Lien Net Leverage Ratio (Covenant):

First Lien Net Leverage Ratio = (Total First Lien Debt − Unrestricted Cash and Cash Equivalents) ÷ LTM Adjusted EBITDA

= ($1,400,000,000 − $100,000,000) ÷ $385,000,000

= $1,300,000,000 ÷ $385,000,000

= 3.377x, rounded to 3.38x

Maximum Permitted First Lien Net Leverage Ratio: 5.00x

Result: In Compliance (3.38x < 5.00x)

Total Net Leverage Ratio (For Informational Purposes Only):

Total Net Leverage Ratio = (Total First Lien Debt + Senior Unsecured Notes − Unrestricted Cash and Cash Equivalents) ÷ LTM Adjusted EBITDA

= ($1,400,000,000 + $250,000,000 − $100,000,000) ÷ $385,000,000

= $1,550,000,000 ÷ $385,000,000

= 4.026x, rounded to 4.03x

LTM Adjusted EBITDA (as of December 31, 2024):

LTM Adjusted EBITDA of $385,000,000, consisting of:

The undersigned notes for the avoidance of doubt that the springing financial covenant (maximum 5.00x first lien net leverage ratio) set forth in Section 6.10 of the Credit Agreement is tested on a quarterly basis only when aggregate outstanding revolving loans exceed forty percent (40%) of revolving commitments as of the last day of any fiscal quarter. No revolving credit facility is being established as part of the Transactions contemplated by the Credit Agreement. Accordingly, the pro forma compliance calculation set forth above is presented solely for informational purposes and to confirm that the Borrower would be in compliance with such covenant if it were tested as of the Closing Date.

Section 8. Use of Proceeds Certification

The undersigned hereby certifies that the proceeds of the Term Loans will be applied on the Closing Date solely as follows and as set forth in the Funds Flow Memorandum dated March 27, 2025 (Execution Version):

The undersigned further certifies that no portion of the proceeds of the Term Loans will be used, directly or indirectly, (a) in violation of any applicable Sanctions (including those administered by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, and His Majesty's Treasury of the United Kingdom), (b) in violation of any anti-corruption laws (including the Foreign Corrupt Practices Act of 1977, as amended), or (c) in violation of any anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act). No portion of the proceeds of the Term Loans will be used, whether directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.

Section 9. Post-Closing Matters

The undersigned acknowledges that certain conditions and deliverables are subject to post-closing delivery obligations as set forth in Section 5.14 (Post-Closing Obligations) of the Credit Agreement. Without limiting the generality of the foregoing, the Borrower acknowledges the following post-closing obligations:

(a) Recorded Mortgages and Lender's Title Insurance Policies. The Borrower shall deliver to the Collateral Agent recorded mortgages (or deeds of trust, as applicable) and lender's title insurance policies issued by Landmark Title Assurance Company with respect to each of the four (4) mortgaged properties, in each case in form and substance satisfactory to the Collateral Agent, within thirty (30) days following the Closing Date (i.e., no later than April 30, 2025, as such date may be extended by the Administrative Agent in its reasonable discretion). The mortgaged properties and their respective recording jurisdictions are as follows:

(i) 1400 Industrial Parkway, Schaumburg, IL — Cook County, Illinois Recorder of Deeds;

(ii) 2750 Commerce Drive, Rockford, IL — Winnebago County, Illinois Recorder of Deeds;

(iii) 600 Manufacturers Row, Greenville, SC — Greenville County, South Carolina Register of Deeds; and

(iv) 9100 Westpark Industrial Boulevard, Houston, TX — Harris County, Texas County Clerk.

(b) UCC-3 Termination Statements. The Borrower shall cause the filing of UCC-3 Termination Statements terminating all UCC Financing Statements filed by or on behalf of Atlas Meridian Bank, N.A. (as administrative agent and collateral agent under the Existing Credit Agreement) in all applicable jurisdictions. Such filings are targeted for on or about March 31, 2025.

(c) Delivery of Original Executed Documents. To the extent that original executed documents (including original stock certificates, membership interest certificates, and promissory notes required to be pledged to the Collateral Agent) have not been delivered on the Closing Date, the Borrower shall deliver such originals to the Collateral Agent within the time periods specified in the Credit Agreement.

Section 10. Schedules Attached

The following Schedules are attached hereto and incorporated herein by reference:

Schedule 1: List of Guarantors (including the Holdings Guarantor and the eleven (11) Subsidiary Guarantors, listed by full legal name, entity type, and jurisdiction of organization)

Schedule 2: Sources and Uses of Funds (reconciling to total sources of $1,400,000,000)

Schedule 3: Pro Forma Leverage Calculations

[Remainder of this page intentionally left blank; signature page follows.]

[SIGNATURE PAGE TO CLOSING CERTIFICATE OF THE BORROWER]

IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of the date first written above.

Delivered pursuant to Section 4.01 of the Credit Agreement.

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Michelle Kaplan

Title: Chief Financial Officer

Date: March 28, 2025

Address for the Borrower:

Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173

Attention: David Engstrom, General Counsel & Corporate Secretary

Distribution / Notice

Copies of this Closing Certificate have been delivered to the following parties:

Administrative Agent: Crescent Harbor Bank, N.A. 320 Federal Street Boston, MA 02110

Attention: Elaine Prescott, Managing Director, Leveraged Finance

Counsel to the Administrative Agent: Whitfield & Gage LLP 51 West 52nd Street New York, NY 10019

Attention: Margaret Ashby

Counsel to the Borrower: Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017

Attention: Claudia Merritt

SCHEDULE 1

LIST OF GUARANTORS

A. Holdings Guarantor:

B. Subsidiary Guarantors:

Total Subsidiary Guarantors: 11 (including the Holdings Guarantor)

SCHEDULE 2

SOURCES AND USES OF FUNDS

Sources of Funds:

Uses of Funds:

SCHEDULE 3

PRO FORMA LEVERAGE CALCULATIONS

As of the Closing Date (March 28, 2025), after giving pro forma effect to the Transactions:

I. First Lien Net Leverage Ratio:

II. Total Net Leverage Ratio (Informational):

III. LTM Adjusted EBITDA Build-Up:

Debtor	Filing Jurisdiction
Nexford Industrial Holdings Inc.	Delaware Secretary of State
Granite Peak NIH Holdings, LLC	Delaware Secretary of State
Nexford Precision Components, Inc.	Delaware Secretary of State
Nexford Engineered Systems, LLC	Delaware Secretary of State
Nexford Coatings & Surface Technologies, Inc.	Delaware Secretary of State
Nexford Properties, LLC	Delaware Secretary of State
Nexford International Holdings, Inc.	Delaware Secretary of State
Nexford Manufacturing Services, LLC	Illinois Secretary of State
Clearfield Tool & Die, Inc.	Pennsylvania Department of State
Summit Industrial Fabrication Co.	South Carolina Secretary of State
Ridgepoint Specialty Coatings, LLC	Texas Secretary of State
Lakeshore Precision Engineering, Inc.	Michigan Department of State
Property	Appraised Value
1400 Industrial Parkway, Schaumburg, IL (Cook County)	$85,000,000
2750 Commerce Drive, Rockford, IL (Winnebago County)	$42,000,000
600 Manufacturers Row, Greenville, SC (Greenville County)	$38,000,000
9100 Westpark Industrial Boulevard, Houston, TX (Harris County)	$28,000,000
Total Appraised Real Property Collateral Value	$193,000,000
Component	Amount
Reported EBITDA for the twelve months ended December 31, 2024	$357,000,000

Permitted Add-Backs:

Acquisition-related costs	$12,000,000
Non-recurring restructuring charges	$8,500,000
Sponsor management fees	$4,500,000
Integration costs	$3,000,000
Total Permitted Add-Backs	$28,000,000
LTM Adjusted EBITDA	$385,000,000
Use of Proceeds	Amount
Refinance existing first lien term loan (Atlas Meridian Bank, N.A.) — principal and accrued interest	$879,375,000
Terminate existing revolving credit facility (Atlas Meridian Bank, N.A.) — undrawn; commitment terminated	$0
Dividend to Granite Peak NIH Holdings, LLC	~$335,000,000
Transaction fees and expenses (arrangement fee, OID, legal, advisory, and other)	~$38,625,000
Cash to balance sheet for general corporate purposes	$147,000,000
Total	$1,400,000,000
No.	Full Legal Name	Entity Type	Jurisdiction of Organization
1	Granite Peak NIH Holdings, LLC	Limited Liability Company	Delaware
No.	Full Legal Name	Entity Type	Jurisdiction of Organization
1	Nexford Precision Components, Inc.	Corporation	Delaware
2	Nexford Engineered Systems, LLC	Limited Liability Company	Delaware
3	Nexford Coatings & Surface Technologies, Inc.	Corporation	Delaware
4	Nexford Manufacturing Services, LLC	Limited Liability Company	Illinois
5	Nexford Properties, LLC	Limited Liability Company	Delaware
6	Nexford International Holdings, Inc.	Corporation	Delaware
7	Clearfield Tool & Die, Inc.	Corporation	Pennsylvania
8	Summit Industrial Fabrication Co.	Corporation	South Carolina
9	Ridgepoint Specialty Coatings, LLC	Limited Liability Company	Texas

10	Lakeshore Precision Engineering, Inc.	Corporation	Michigan
Source	Amount
Term Loan B Facility (Crescent Harbor Bank, N.A., as Administrative Agent)	$1,400,000,000
Total Sources	$1,400,000,000
Use	Amount
Repayment of existing first lien term loan under the Existing Credit Agreement (Atlas Meridian Bank, N.A.) — outstanding principal	$875,000,000
Accrued and unpaid interest on existing first lien term loan	$4,375,000
Termination of existing revolving credit facility (undrawn)	$0
Dividend to Granite Peak NIH Holdings, LLC	$335,000,000
Arrangement fee (50 bps) — Crescent Harbor Bank, N.A.	$7,000,000
Original issue discount (50 bps; issue price 99.50)	$7,000,000
Legal fees, advisory fees, and other transaction expenses	$24,625,000
Cash to balance sheet for general corporate purposes	$147,000,000
Total Uses	$1,400,000,000
Component	Amount
Total First Lien Debt (Term Loan B Facility)	$1,400,000,000
Less: Pro Forma Unrestricted Cash and Cash Equivalents	($100,000,000)
Net First Lien Debt	$1,300,000,000
LTM Adjusted EBITDA (twelve months ended December 31, 2024)	$385,000,000
First Lien Net Leverage Ratio	3.38x
Maximum Permitted Ratio (Section 6.10 of the Credit Agreement)	5.00x
Compliance	Yes
Component	Amount
Total First Lien Debt (Term Loan B Facility)	$1,400,000,000
Senior Unsecured Notes due 2028 (7.750%)	$250,000,000

Total Debt	$1,650,000,000
Less: Pro Forma Unrestricted Cash and Cash Equivalents	($100,000,000)
Total Net Debt	$1,550,000,000
LTM Adjusted EBITDA (twelve months ended December 31, 2024)	$385,000,000
Total Net Leverage Ratio	4.03x
Line Item	Amount
Reported EBITDA (twelve months ended December 31, 2024)	$357,000,000
Add: Acquisition-related costs	$12,000,000
Add: Non-recurring restructuring charges	$8,500,000
Add: Sponsor management fees (Granite Peak Capital)	$4,500,000
Add: Integration costs	$3,000,000
Total Permitted Add-Backs	$28,000,000
LTM Adjusted EBITDA	$385,000,000

CLOSING CERTIFICATE OF THE BORROWER
Nexford Industrial Holdings Inc.
Delivered pursuant to Section 4.01 of that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders party thereto.
Dated: March 28, 2025
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
Section 1. Identification of Certifying Officer
The undersigned, Michelle Kaplan, Chief Financial Officer of Nexford Industrial Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"), hereby certifies, in her capacity as an officer of the Borrower and not in her individual capacity, on behalf of the Borrower, in connection with the initial borrowing under the Credit Agreement on the date hereof (the "Closing Date"), as follows.
The Borrower's principal executive offices are located at 1400 Industrial Parkway, Schaumburg, IL 60173. This Closing Certificate is delivered pursuant to Section 4.01 (Conditions Precedent to Initial Borrowing) of the Credit Agreement and constitutes a "Closing Certificate" as that term is used therein.
Section 2. Transaction Description
The undersigned certifies that the Transactions being consummated on the Closing Date include the making of Term Loans under the Credit Agreement in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (the "Term Loan B Facility").
The proceeds of the Term Loan B Facility will be used as follows:
(a) to refinance in full all outstanding indebtedness under that certain Credit Agreement dated as of June 14, 2019, as amended, modified, restated, supplemented, or otherwise modified from time to time (the "Existing Credit Agreement"), among the Borrower, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto. The aggregate payoff amount under the Existing Credit Agreement is $879,375,000, consisting of $875,000,000 in outstanding principal under the existing first lien term loan facility plus approximately $4,375,000 in accrued and unpaid interest thereon calculated through and including the Closing Date. The revolving credit facility under the Existing Credit Agreement has $0 outstanding, and all commitments thereunder will be terminated upon the consummation of the Transactions;
(b) to fund a dividend to Granite Peak NIH Holdings, LLC (the "Holdings Guarantor") in an approximate amount of $335,000,000;
(c) to pay transaction fees and expenses of approximately $38,625,000 incurred in connection with the Transactions, including arrangement fees, original issue discount, legal fees, and advisory fees and expenses; and
(d) to fund approximately $147,000,000 to the Borrower's balance sheet for general corporate purposes.
Section 3. Conditions Precedent — Certification of Satisfaction
The undersigned hereby certifies that, as of the Closing Date and after giving effect to the initial borrowing and the application of proceeds therefrom, each of the conditions precedent set forth in Section 4.01 (Conditions Precedent to Initial Borrowing) of the Credit Agreement has been satisfied (or waived by the Administrative Agent or the Required Lenders, as applicable). Without limiting the generality of the foregoing, the undersigned certifies the satisfaction of each condition precedent as set forth below.
3.1 Execution and Delivery of Loan Documents
The undersigned certifies that each of the following Loan Documents has been duly executed and delivered by the applicable parties thereto:
(a) Credit Agreement. The Credit Agreement has been duly executed and delivered by the Borrower, and counterpart signature pages have been received by the Administrative Agent from all parties thereto.
(b) Guarantee Agreement. The Guarantee Agreement dated as of March 28, 2025, has been duly executed and delivered by the Holdings Guarantor (Granite Peak NIH Holdings, LLC) and each of the following Subsidiary Guarantors (collectively, the "Subsidiary Guarantors"):
(i) Nexford Precision Components, Inc.;
(ii) Nexford Engineered Systems, LLC;
(iii) Nexford Coatings & Surface Technologies, Inc.;
(iv) Nexford Manufacturing Services, LLC;
(v) Nexford Properties, LLC;
(vi) Nexford International Holdings, Inc.;
(vii) Clearfield Tool & Die, Inc.;
(viii) Summit Industrial Fabrication Co.;
(ix) Ridgepoint Specialty Coatings, LLC;
(x) Lakeshore Precision Engineering, Inc.; and
(xi) together with the Holdings Guarantor, constituting eleven (11) Subsidiary Guarantors in total.
(c) Security Agreement. The Security Agreement dated as of March 28, 2025 (the "Security Agreement"), has been duly executed and delivered by the Borrower and each Guarantor, and the Collateral Agent has received counterpart signature pages from all parties thereto.
(d) Pledge Agreements. Each of the following Pledge Agreements has been duly executed and delivered:
(i) the Holdings Pledge Agreement, pursuant to which Granite Peak NIH Holdings, LLC has pledged 100% of the issued and outstanding equity interests of the Borrower;
(ii) the Borrower Pledge Agreement, pursuant to which the Borrower has pledged 100% of the issued and outstanding equity interests of each direct domestic subsidiary of the Borrower;
(iii) the Subsidiary Pledge Agreements, pursuant to which each Subsidiary Guarantor has pledged 100% of the issued and outstanding equity interests of its direct domestic subsidiaries; and
(iv) the CFC Holdco Limited Pledge Agreement, covering sixty-five percent (65%) of the voting equity and one hundred percent (100%) of the non-voting equity of Nexford Canada Holdings ULC (an unlimited liability company organized under the laws of British Columbia), in each case in favor of the Collateral Agent for the benefit of the Secured Parties.
(e) intellectual Property Security Agreement. The intellectual Property Security Agreement dated as of March 28, 2025, covering all registered patents, trademarks, and copyrights of the Borrower and each Guarantor, has been duly executed and delivered to the Collateral Agent.
(f) Intercreditor Agreement. The Intercreditor Agreement (First Lien/Unsecured) dated as of March 28, 2025, among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as trustee for the holders of the Borrower's 7.750% Senior Unsecured Notes due 2028 (the "Senior Unsecured Noteholders"), and the Borrower, has been duly executed and delivered by the parties thereto.
(g) Deposit Account Control Agreements. Deposit Account Control Agreements covering the following deposit accounts have been duly executed and delivered:
(i) Account ending in -4471 maintained at Crescent Harbor Bank, N.A.;
(ii) Account ending in -4472 maintained at Crescent Harbor Bank, N.A.; and
(iii) Account ending in -6633 maintained at Redstone National Bank.
(h) Securities Account Control Agreements. Securities Account Control Agreements in respect of each securities account required to be subject to the Collateral Agent's "control" (as defined in Section 8-106 of the Uniform Commercial Code) have been duly executed and delivered by the applicable securities intermediary, the relevant Loan Party, and the Collateral Agent.
(i) Intercompany Note. The Intercompany Note has been executed by the applicable Loan Parties and the original executed copy thereof has been pledged to and is held by the Collateral Agent.
(j) Other Loan Documents. All other Loan Documents required to be delivered on or prior to the Closing Date pursuant to the Credit Agreement have been duly executed and delivered to the Administrative Agent.
3.2 Organizational Documents and Corporate Authority
(a) Secretary's Certificates. The following Secretary's Certificates have been delivered to the Administrative Agent:
(i) the Secretary's Certificate of the Borrower, executed by David Engstrom, General Counsel and Corporate Secretary of the Borrower, certifying (A) the incumbency and specimen signatures of each officer of the Borrower authorized to execute the Loan Documents on behalf of the Borrower, (B) the resolutions of the Board of Directors of the Borrower adopted on January 13, 2025, authorizing the execution, delivery, and performance of the Loan Documents and the consummation of the Transactions, and (C) attaching true and complete copies of the Certificate of Incorporation and Bylaws of the Borrower, each as in effect on the Closing Date;
(ii) the Secretary's Certificate (or equivalent) of the Holdings Guarantor, Granite Peak NIH Holdings, LLC, certifying incumbency, authorizing resolutions, and attaching organizational documents; and
(iii) the Secretary's Certificates (or equivalent certificates of authorized persons) of each Subsidiary Guarantor, in each case certifying incumbency, authorizing resolutions, and attaching organizational documents.
(b) Organizational Documents. Certified copies of the organizational documents (including certificates of incorporation or formation, bylaws, limited liability company agreements, or operating agreements, as applicable) of each Loan Party have been delivered to the Administrative Agent.
(c) Good Standing Certificates. Good standing certificates (or certificates of existence, as applicable) for each Loan Party issued by the Secretary of State (or equivalent governmental authority) of the jurisdiction of organization of such Loan Party have been delivered to the Administrative Agent, each dated within five (5) business days of the Closing Date.
3.3 Legal Opinions
The following legal opinions have been delivered to the Administrative Agent, in each case addressed to the Administrative Agent, the Collateral Agent, and the Lenders, and each dated as of the Closing Date:
(a) the legal opinion of Calderwood & Harkness LLP, as counsel to the Borrower and the Guarantors, addressing, among other things, (i) the enforceability of the Loan Documents under the laws of the State of New York, (ii) the absence of conflicts with applicable law and the organizational documents of each Loan Party, and (iii) the creation and perfection of security interests under the New York Uniform Commercial Code;
(b) the legal opinion of Hargrove & Whitmore LLP, as Illinois local counsel, addressing, among other things, Illinois law enforceability and perfection matters with respect to the Loan Documents governed by Illinois law; and
(c) the legal opinion of Briarcliff Legal Group PA, as Delaware local counsel, addressing, among other things, the due organization, valid existence, good standing, and corporate authority of each Loan Party organized under the laws of the State of Delaware.
3.4 Financial Statements and Pro Forma Financial Information
(a) Audited Financial Statements. The audited consolidated financial statements of the Borrower and its subsidiaries for the fiscal year ended December 31, 2024, consisting of the consolidated balance sheet, consolidated statement of operations, consolidated statement of comprehensive income, consolidated statement of cash flows, consolidated statement of stockholder's equity, and related notes, audited by Ashworth & Kendrick LLP (Helen Yamamoto, CPA, engagement partner), accompanied by an unqualified audit opinion, have been delivered to the Administrative Agent. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Borrower and its subsidiaries as of and for such fiscal year.
(b) Pro Forma Financial Statements. Pro forma consolidated financial statements of the Borrower and its subsidiaries giving effect to the Transactions (including the incurrence of indebtedness under the Credit Agreement, the refinancing of the Existing Credit Agreement, the dividend to the Holdings Guarantor, and the payment of transaction fees and expenses) have been delivered to the Administrative Agent and have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date of preparation thereof.
3.5 Solvency.  The Solvency Certificate dated as of the Closing Date, executed by Michelle Kaplan, Chief Financial Officer of the Borrower, certifying that, after giving effect to the Transactions (including the incurrence of indebtedness under the Credit Agreement, the refinancing of the Existing Credit Agreement, the dividend to the Holdings Guarantor, and the payment of all fees and expenses in connection therewith), the Borrower and its subsidiaries on a consolidated basis are Solvent (as defined in the Credit Agreement), has been delivered to the Administrative Agent.
3.6 UCC Financing Statements
UCC-1 Financing Statements naming each applicable Loan Party as debtor and Crescent Harbor Bank, N.A., as Collateral Agent for the Secured Parties, as secured party, have been authorized for filing in the following jurisdictions:
Each such UCC-1 Financing Statement has been prepared and authorized for filing, and upon such filing will perfect the security interests of the Collateral Agent in the personal property collateral described therein to the extent such security interests may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code.
3.7 Insurance.  Evidence of insurance satisfying the requirements of Section 5.04 (Insurance) of the Credit Agreement has been delivered to the Administrative Agent and the Collateral Agent, including certificates of insurance issued by Vantage Risk Advisors, LLC, the Borrower's insurance broker, naming the Collateral Agent as additional insured and/or loss payee, as applicable, with respect to the following coverages:
(a) property and casualty insurance, underwritten by Continental Shield Underwriters, Inc., providing coverage for the Borrower's and each Subsidiary Guarantor's real and personal property, including business interruption coverage, in amounts and with deductibles consistent with the requirements of the Credit Agreement; and
(b) directors' and officers' liability insurance, underwritten by Meridian Specialty Insurance Co., providing coverage for the directors and officers of the Borrower and its subsidiaries, in amounts and with deductibles consistent with prudent business practice.
3.8 Appraisals.  Appraisals of the Borrower's real property and equipment collateral have been prepared by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser) and delivered to the Administrative Agent and the Collateral Agent. The total appraised value of the real property collateral subject to a Mortgage in favor of the Collateral Agent is $193,000,000 in the aggregate, comprised of the following four (4) mortgaged properties:
Each appraisal has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice (USPAP) and in compliance with the requirements of the Credit Agreement and the applicable federal regulatory guidelines.
3.9 Ratings.  The Borrower has received the following credit ratings, each of which was confirmed or assigned prior to the Closing Date:
(a) Corporate Ratings: A corporate family rating of B1 from Keystone Ratings Group, Inc. and a corporate credit rating of B+ from Sentinel Credit Analytics, LLC.
(b) Facility Ratings: The Term Loan B Facility has received a facility rating of B1 from Keystone Ratings Group, Inc. and a facility rating of BB- from Sentinel Credit Analytics, LLC.
The foregoing ratings satisfy the applicable requirements of the Credit Agreement. The Borrower acknowledges that the credit ratings are not a condition precedent to the initial borrowing but are required to have been obtained prior to the syndication of the Term Loan B Facility.
3.10 Payoff of Existing Indebtedness
(a) Payoff Letter. The payoff letter from Atlas Meridian Bank, N.A. (Sandra Vickers, Managing Director, Portfolio Management), dated March 26, 2025, specifying the aggregate payoff amount of $879,375,000 (consisting of $875,000,000 in outstanding principal plus approximately $4,375,000 in accrued and unpaid interest calculated through and including March 28, 2025) required to repay in full all obligations outstanding under the Existing Credit Agreement, has been received by the Borrower and the Administrative Agent. The Borrower has irrevocably directed the Administrative Agent to apply proceeds of the Term Loans to repay in full all amounts outstanding under the Existing Credit Agreement and to terminate all commitments thereunder on the Closing Date.
(b) Lien Release Authorization. The lien release authorization letter from Atlas Meridian Bank, N.A. has been delivered to the Administrative Agent, authorizing the release of all liens and security interests in favor of Atlas Meridian Bank, N.A., as administrative agent and collateral agent under the Existing Credit Agreement, upon receipt of the full payoff amount.
(c) UCC-3 Termination Statements. UCC-3 Termination Statement instructions and forms for the termination of all UCC Financing Statements filed by or on behalf of Atlas Meridian Bank, N.A. in connection with the Existing Credit Agreement have been prepared and are targeted for filing on or about March 31, 2025.
3.11 Fees and Expenses
All fees required to be paid on or prior to the Closing Date have been paid or will be paid substantially simultaneously with the initial borrowing under the Credit Agreement, including the following:
(a) the arrangement fee of fifty (50) basis points on the aggregate commitments under the Term Loan B Facility in an amount equal to $7,000,000, payable to Crescent Harbor Bank, N.A., as Administrative Agent;
(b) the original issue discount of fifty (50) basis points in an amount equal to $7,000,000 (reflecting an issue price of 99.50% of the aggregate principal amount of the Term Loans); and
(c) legal fees, advisory fees, and other transaction expenses of approximately $24,625,000 payable to the various advisors, counsel, and other service providers in connection with the Transactions.
The aggregate transaction fees and expenses total approximately $38,625,000, all as more particularly set forth in the Funds Flow Memorandum.
3.12 Funds Flow
The Funds Flow Memorandum dated March 27, 2025 (Execution Version) has been agreed upon by the Borrower, the Administrative Agent, and the other applicable parties thereto. The wire transfer instructions for each disbursement to be made on the Closing Date have been delivered and confirmed, including instructions for:
(a) the funding of proceeds to the Borrower's designated accounts maintained at Crescent Harbor Bank, N.A.;
(b) the Atlas Meridian payoff in the aggregate amount of $879,375,000, to be wired directly to Atlas Meridian Bank, N.A. in accordance with the payoff letter; and
(c) the dividend payment of approximately $335,000,000 to Granite Peak NIH Holdings, LLC, to be wired to the account designated by the Holdings Guarantor.
All wire transfer instructions have been verified and confirmed by the Borrower and the Administrative Agent in accordance with customary procedures.
3.13 PATRIOT Act / KYC
All documentation and information required by the Administrative Agent and each Lender under applicable "know your customer" and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56, codified at 31 U.S.C. § 5311 et seq.), the Bank Secrecy Act, and any applicable regulations promulgated thereunder by the Financial Crimes Enforcement Network, has been delivered to the Administrative Agent and each Lender at least three (3) business days prior to the Closing Date. Such documentation includes, without limitation, beneficial ownership certifications for each Loan Party in accordance with 31 C.F.R. § 1010.230 and such other information as has been reasonably requested by the Administrative Agent or any Lender.
Section 4. Representations and Warranties
The undersigned hereby certifies that each of the representations and warranties of the Borrower and each other Loan Party set forth in Article III (Representations and Warranties) of the Credit Agreement and in each other Loan Document is true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Closing Date, both before and after giving effect to the initial borrowing and the application of proceeds therefrom, with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of such earlier date.
Without limiting the generality of the foregoing, the undersigned specifically confirms and certifies that:
(a) Organization and Good Standing. The Borrower is duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 5765432; Employer Identification Number 36-4178552). Each other Loan Party is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its respective jurisdiction of organization.
(b) Authorization; No Contravention. The execution, delivery, and performance by the Borrower of each Loan Document to which it is a party, and the consummation of the Transactions, have been duly authorized by all necessary corporate action on the part of the Borrower, including the resolutions of the Board of Directors adopted on January 13, 2025. No further consent, approval, or authorization of, or filing or registration with, any governmental authority or any other Person is required in connection therewith, except for those that have been obtained or made and are in full force and effect.
(c) Governmental Approvals. No consent, approval, authorization, or order of, or filing or registration with, any governmental authority or third party is required in connection with the execution, delivery, and performance of the Loan Documents or the consummation of the Transactions that has not been obtained or made and is not in full force and effect.
(d) Binding Effect. Each Loan Document constitutes a legal, valid, and binding obligation of the Borrower and each Guarantor party thereto, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(e) Sanctions. No Loan Party, nor any director, officer, or employee thereof, nor, to the knowledge of the Loan Parties, any agent of any Loan Party, is a Sanctioned Person (as defined in the Credit Agreement). No Loan Party is organized or resident in a Sanctioned Country. No proceeds of the Term Loans will be used, directly or indirectly, to fund any activities or business of or with any Sanctioned Person, or in any Sanctioned Country, or in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the transactions contemplated by the Loan Documents, whether as a Lender, an underwriter, an advisor, an investor, or otherwise), including Sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority.
(f) Anti-Corruption; Anti-Money Laundering. The Borrower and each Loan Party are in compliance in all material respects with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended, and all applicable anti-money laundering laws, including the Bank Secrecy Act (31 U.S.C. §§ 5311-5330) and the regulations promulgated thereunder. The Borrower and each Loan Party have instituted and maintain policies and procedures designed to ensure compliance with the foregoing laws.
Section 5. No Default or Event of Default
The undersigned hereby certifies that, as of the Closing Date, no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing, nor will any Default or Event of Default result from the initial borrowing under the Credit Agreement or the consummation of any of the Transactions contemplated by the Credit Agreement, including the application of proceeds of the Term Loans as described herein.
Section 6. No Material Adverse Effect
The undersigned hereby certifies that, since December 31, 2024 (being the date of the most recent audited consolidated financial statements of the Borrower and its subsidiaries delivered to the Administrative Agent), no event, circumstance, change, development, or condition has occurred that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) on:
(a) the business, operations, properties, assets, or condition (financial or otherwise) of the Borrower and its subsidiaries, taken as a whole;
(b) the ability of the Borrower or any Loan Party to perform any of its material obligations under the Loan Documents to which it is a party; or
(c) the rights and remedies of the Administrative Agent, the Collateral Agent, and the Lenders under the Loan Documents.
Section 7. Pro Forma Compliance with Financial Covenants
The undersigned hereby certifies that, after giving pro forma effect to the Transactions (including the incurrence of $1,400,000,000 of Term Loans under the Credit Agreement, the repayment of $879,375,000 of existing first lien indebtedness under the Existing Credit Agreement, the payment of the approximately $335,000,000 dividend to the Holdings Guarantor, and the payment of approximately $38,625,000 in transaction fees and expenses), the Borrower is in pro forma compliance with the financial covenant set forth in Section 6.10 of the Credit Agreement, as set forth below:
First Lien Net Leverage Ratio (Covenant):
First Lien Net Leverage Ratio = (Total First Lien Debt − Unrestricted Cash and Cash Equivalents) ÷ LTM Adjusted EBITDA
= ($1,400,000,000 − $100,000,000) ÷ $385,000,000
= $1,300,000,000 ÷ $385,000,000
= 3.377x, rounded to 3.38x
Maximum Permitted First Lien Net Leverage Ratio: 5.00x
Result: In Compliance (3.38x < 5.00x)
Total Net Leverage Ratio (For Informational Purposes Only):
Total Net Leverage Ratio = (Total First Lien Debt + Senior Unsecured Notes − Unrestricted Cash and Cash Equivalents) ÷ LTM Adjusted EBITDA
= ($1,400,000,000 + $250,000,000 − $100,000,000) ÷ $385,000,000
= $1,550,000,000 ÷ $385,000,000
= 4.026x, rounded to 4.03x
LTM Adjusted EBITDA (as of December 31, 2024):
LTM Adjusted EBITDA of $385,000,000, consisting of:
The undersigned notes for the avoidance of doubt that the springing financial covenant (maximum 5.00x first lien net leverage ratio) set forth in Section 6.10 of the Credit Agreement is tested on a quarterly basis only when aggregate outstanding revolving loans exceed forty percent (40%) of revolving commitments as of the last day of any fiscal quarter. No revolving credit facility is being established as part of the Transactions contemplated by the Credit Agreement. Accordingly, the pro forma compliance calculation set forth above is presented solely for informational purposes and to confirm that the Borrower would be in compliance with such covenant if it were tested as of the Closing Date.
Section 8. Use of Proceeds Certification
The undersigned hereby certifies that the proceeds of the Term Loans will be applied on the Closing Date solely as follows and as set forth in the Funds Flow Memorandum dated March 27, 2025 (Execution Version):
The undersigned further certifies that no portion of the proceeds of the Term Loans will be used, directly or indirectly, (a) in violation of any applicable Sanctions (including those administered by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, and His Majesty's Treasury of the United Kingdom), (b) in violation of any anti-corruption laws (including the Foreign Corrupt Practices Act of 1977, as amended), or (c) in violation of any anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act). No portion of the proceeds of the Term Loans will be used, whether directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.
Section 9. Post-Closing Matters
The undersigned acknowledges that certain conditions and deliverables are subject to post-closing delivery obligations as set forth in Section 5.14 (Post-Closing Obligations) of the Credit Agreement. Without limiting the generality of the foregoing, the Borrower acknowledges the following post-closing obligations:
(a) Recorded Mortgages and Lender's Title Insurance Policies. The Borrower shall deliver to the Collateral Agent recorded mortgages (or deeds of trust, as applicable) and lender's title insurance policies issued by Landmark Title Assurance Company with respect to each of the four (4) mortgaged properties, in each case in form and substance satisfactory to the Collateral Agent, within thirty (30) days following the Closing Date (i.e., no later than April 30, 2025, as such date may be extended by the Administrative Agent in its reasonable discretion). The mortgaged properties and their respective recording jurisdictions are as follows:
(i) 1400 Industrial Parkway, Schaumburg, IL — Cook County, Illinois Recorder of Deeds;
(ii) 2750 Commerce Drive, Rockford, IL — Winnebago County, Illinois Recorder of Deeds;
(iii) 600 Manufacturers Row, Greenville, SC — Greenville County, South Carolina Register of Deeds; and
(iv) 9100 Westpark Industrial Boulevard, Houston, TX — Harris County, Texas County Clerk.
(b) UCC-3 Termination Statements. The Borrower shall cause the filing of UCC-3 Termination Statements terminating all UCC Financing Statements filed by or on behalf of Atlas Meridian Bank, N.A. (as administrative agent and collateral agent under the Existing Credit Agreement) in all applicable jurisdictions. Such filings are targeted for on or about March 31, 2025.
(c) Delivery of Original Executed Documents. To the extent that original executed documents (including original stock certificates, membership interest certificates, and promissory notes required to be pledged to the Collateral Agent) have not been delivered on the Closing Date, the Borrower shall deliver such originals to the Collateral Agent within the time periods specified in the Credit Agreement.
Section 10. Schedules Attached
The following Schedules are attached hereto and incorporated herein by reference:
Schedule 1: List of Guarantors (including the Holdings Guarantor and the eleven (11) Subsidiary Guarantors, listed by full legal name, entity type, and jurisdiction of organization)
Schedule 2: Sources and Uses of Funds (reconciling to total sources of $1,400,000,000)
Schedule 3: Pro Forma Leverage Calculations
[Remainder of this page intentionally left blank; signature page follows.]
[SIGNATURE PAGE TO CLOSING CERTIFICATE OF THE BORROWER]
IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of the date first written above.
Delivered pursuant to Section 4.01 of the Credit Agreement.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
Address for the Borrower:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173
Attention: David Engstrom, General Counsel & Corporate Secretary
Distribution / Notice
Copies of this Closing Certificate have been delivered to the following parties:
Administrative Agent: Crescent Harbor Bank, N.A. 320 Federal Street Boston, MA 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
Counsel to the Administrative Agent: Whitfield & Gage LLP 51 West 52nd Street New York, NY 10019
Attention: Margaret Ashby
Counsel to the Borrower: Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Attention: Claudia Merritt
SCHEDULE 1
LIST OF GUARANTORS
A. Holdings Guarantor:
B. Subsidiary Guarantors:
Total Subsidiary Guarantors: 11 (including the Holdings Guarantor)
SCHEDULE 2
SOURCES AND USES OF FUNDS
Sources of Funds:
Uses of Funds:
SCHEDULE 3
PRO FORMA LEVERAGE CALCULATIONS
As of the Closing Date (March 28, 2025), after giving pro forma effect to the Transactions:
I. First Lien Net Leverage Ratio:
II. Total Net Leverage Ratio (Informational):
III. LTM Adjusted EBITDA Build-Up:
Debtor | Filing Jurisdiction
Nexford Industrial Holdings Inc. | Delaware Secretary of State
Granite Peak NIH Holdings, LLC | Delaware Secretary of State
Nexford Precision Components, Inc. | Delaware Secretary of State
Nexford Engineered Systems, LLC | Delaware Secretary of State
Nexford Coatings & Surface Technologies, Inc. | Delaware Secretary of State
Nexford Properties, LLC | Delaware Secretary of State
Nexford International Holdings, Inc. | Delaware Secretary of State
Nexford Manufacturing Services, LLC | Illinois Secretary of State
Clearfield Tool & Die, Inc. | Pennsylvania Department of State
Summit Industrial Fabrication Co. | South Carolina Secretary of State
Ridgepoint Specialty Coatings, LLC | Texas Secretary of State
Lakeshore Precision Engineering, Inc. | Michigan Department of State
Property | Appraised Value
1400 Industrial Parkway, Schaumburg, IL (Cook County) | $85,000,000
2750 Commerce Drive, Rockford, IL (Winnebago County) | $42,000,000
600 Manufacturers Row, Greenville, SC (Greenville County) | $38,000,000
9100 Westpark Industrial Boulevard, Houston, TX (Harris County) | $28,000,000
Total Appraised Real Property Collateral Value | $193,000,000
Component | Amount
Reported EBITDA for the twelve months ended December 31, 2024 | $357,000,000
Permitted Add-Backs:
Acquisition-related costs | $12,000,000
Non-recurring restructuring charges | $8,500,000
Sponsor management fees | $4,500,000
Integration costs | $3,000,000
Total Permitted Add-Backs | $28,000,000
LTM Adjusted EBITDA | $385,000,000
Use of Proceeds | Amount
Refinance existing first lien term loan (Atlas Meridian Bank, N.A.) — principal and accrued interest | $879,375,000
Terminate existing revolving credit facility (Atlas Meridian Bank, N.A.) — undrawn; commitment terminated | $0
Dividend to Granite Peak NIH Holdings, LLC | ~$335,000,000
Transaction fees and expenses (arrangement fee, OID, legal, advisory, and other) | ~$38,625,000
Cash to balance sheet for general corporate purposes | $147,000,000
Total | $1,400,000,000
No. | Full Legal Name | Entity Type | Jurisdiction of Organization
1 | Granite Peak NIH Holdings, LLC | Limited Liability Company | Delaware
No. | Full Legal Name | Entity Type | Jurisdiction of Organization
1 | Nexford Precision Components, Inc. | Corporation | Delaware
2 | Nexford Engineered Systems, LLC | Limited Liability Company | Delaware
3 | Nexford Coatings & Surface Technologies, Inc. | Corporation | Delaware
4 | Nexford Manufacturing Services, LLC | Limited Liability Company | Illinois
5 | Nexford Properties, LLC | Limited Liability Company | Delaware
6 | Nexford International Holdings, Inc. | Corporation | Delaware
7 | Clearfield Tool & Die, Inc. | Corporation | Pennsylvania
8 | Summit Industrial Fabrication Co. | Corporation | South Carolina
9 | Ridgepoint Specialty Coatings, LLC | Limited Liability Company | Texas
10 | Lakeshore Precision Engineering, Inc. | Corporation | Michigan
Source | Amount
Term Loan B Facility (Crescent Harbor Bank, N.A., as Administrative Agent) | $1,400,000,000
Total Sources | $1,400,000,000
Use | Amount
Repayment of existing first lien term loan under the Existing Credit Agreement (Atlas Meridian Bank, N.A.) — outstanding principal | $875,000,000
Accrued and unpaid interest on existing first lien term loan | $4,375,000
Termination of existing revolving credit facility (undrawn) | $0
Dividend to Granite Peak NIH Holdings, LLC | $335,000,000
Arrangement fee (50 bps) — Crescent Harbor Bank, N.A. | $7,000,000
Original issue discount (50 bps; issue price 99.50) | $7,000,000
Legal fees, advisory fees, and other transaction expenses | $24,625,000
Cash to balance sheet for general corporate purposes | $147,000,000
Total Uses | $1,400,000,000
Component | Amount
Total First Lien Debt (Term Loan B Facility) | $1,400,000,000
Less: Pro Forma Unrestricted Cash and Cash Equivalents | ($100,000,000)
Net First Lien Debt | $1,300,000,000
LTM Adjusted EBITDA (twelve months ended December 31, 2024) | $385,000,000
First Lien Net Leverage Ratio | 3.38x
Maximum Permitted Ratio (Section 6.10 of the Credit Agreement) | 5.00x
Compliance | Yes
Component | Amount
Total First Lien Debt (Term Loan B Facility) | $1,400,000,000
Senior Unsecured Notes due 2028 (7.750%) | $250,000,000
Total Debt | $1,650,000,000
Less: Pro Forma Unrestricted Cash and Cash Equivalents | ($100,000,000)
Total Net Debt | $1,550,000,000
LTM Adjusted EBITDA (twelve months ended December 31, 2024) | $385,000,000
Total Net Leverage Ratio | 4.03x
Line Item | Amount
Reported EBITDA (twelve months ended December 31, 2024) | $357,000,000
Add: Acquisition-related costs | $12,000,000
Add: Non-recurring restructuring charges | $8,500,000
Add: Sponsor management fees (Granite Peak Capital) | $4,500,000
Add: Integration costs | $3,000,000
Total Permitted Add-Backs | $28,000,000
LTM Adjusted EBITDA | $385,000,000

CLOSING CERTIFICATE OF THE BORROWER

NEXFORD INDUSTRIAL HOLDINGS INC.

SCHEDULE 1

LIST OF GUARANTORS

SCHEDULE 2

SOURCES AND USES OF FUNDS

SCHEDULE 3

PRO FORMA LEVERAGE CALCULATIONS

Record

Parties

Dates

Amounts